Press Release

INDIANAPOLIS--(BUSINESS WIRE)--Nov. 14, 2017--
Anthem, Inc. (“Anthem” or the “Company”) announced today the
commencement of cash tender offers for (i) any and all of its Any and
All Notes (defined below) and (ii) up to $600 million aggregate
principal amount of its Maximum Tender Offer Notes (defined below). The
offers (the “Offers”, and each an “Offer”) will be comprised of:

an offer to purchase for cash any and all of its outstanding 7.000%
Notes due 2019 (the “Any and All Notes”) (such offer, the “Any and All
Offer”), and

an offer to purchase for cash up to $600 million aggregate principal
amount (the “Maximum Purchase Amount”) of its outstanding 6.375% Notes
due 2037, 5.950% Notes due 2034, 5.850% Notes due 2036, 5.800% Notes
due 2040 and 5.100% Notes due 2044 (the “Maximum Tender Offer Notes”)
(such offer, the “Maximum Tender Offer”); provided, that the
purchase of Maximum Tender Offer Notes with an Acceptance Priority
Level (defined below) of 3 will be subject to an aggregate purchase
sublimit of $200 million of aggregate principal amount. Maximum Tender
Offer Notes validly tendered with a higher acceptance priority level
(as set forth in the table below) (each, an “Acceptance Priority
Level” with “1” being the highest Acceptance Priority Level and “3”
being the lowest) validly tendered at or prior to the Early Tender
Time (defined below) will be accepted before any validly tendered
Maximum Tender Offer Notes with a lower Acceptance Priority Level are
accepted. Maximum Tender Offer Notes validly tendered at or prior to
the Early Tender Time will be accepted before any Maximum Tender Offer
Notes validly tendered following the Early Tender Time, regardless of
Acceptance Priority Level.

The tables below set forth, among other things, the CUSIP numbers,
principal amount outstanding and hypothetical cash consideration offered
with respect to the Any and All Notes and the Maximum Tender Offer Notes.

Any and All Notes

Title of Notes

CUSIP Number(s)

Principal Amount Outstanding (millions)

U.S. Treasury Reference Security

Bloomberg Reference Page

Fixed Spread

Hypothetical Total Consideration(1)(2)

7.000% Notes due 2019

94973VAR8

$440.330

0.75% U.S.T. due February 15, 2019

FIT4

50 bps

$1,059.10

Maximum Tender Offer Notes

Title of Notes

CUSIP Number(s)

Principal Amount Outstanding (millions)

Acceptance Priority Level

Maximum Tender SubCap
(millions)

U.S. Treasury Reference
Security

Bloomberg Reference Page

Fixed Spread

Early Tender Payment
(1)(3)

Hypothetical Total Consideration(1)(2)(3)

6.375% Notes due 2037

94973VAN7

$646.633

1

N/A

2.750% U.S.T. due August 15, 2047

FIT1

105 bps

$30

$1,333.95

5.950% Notes due 2034

94973VAH0

and 94973VAD9

$448.294

2

N/A

2.750% U.S.T. due August 15, 2047

FIT1

100 bps

$30

$1,258.63

5.850% Notes due 2036

94973VAL1

$775.456

2

N/A

2.750% U.S.T. due August 15, 2047

FIT1

105 bps

$30

$1,249.58

5.800% Notes due 2040

94973VAT4

$197.507

2

N/A

2.750% U.S.T. due August 15, 2047

FIT1

115 bps

$30

$1,264.42

5.100% Notes due 2044

94973VBF3

$600.000

3

$200.000

2.750% U.S.T. due August 15, 2047

FIT1

120 bps

$30

$1,165.76

(1)

Per $1,000 principal amount.

(2)

Hypothetical Total Consideration calculated on the basis of pricing
for the applicable U.S. Treasury Reference Security as of 2:00 p.m.,
New York City time, on November 13, 2017. The actual Total
Consideration (as defined in the Offer to Purchase (defined below))
payable pursuant to the Offers will be calculated and determined as
set forth in the Offer to Purchase.

(3)

The Total Consideration for Maximum Tender Offer Notes validly
tendered prior to or at the Early Tender Time and accepted for
purchase is calculated using the applicable Fixed Spread (as defined
in the Offer to Purchase) and is inclusive of the Early Tender
Payment.

Anthem also announced today the launch of its public offering of its
3-year, 5-year, 7-year, 10-year and 30-year notes (the “New Notes”).
The New Notes offering is expected to close on or about November 21,
2017, subject to customary closing conditions. Each Offer is conditioned
on the closing and issuance of the New Notes yielding gross proceeds to
Anthem of at least $1.0 billion, which condition may be waived with
respect to either Offer at our option.

The terms and conditions of the Offers are described in the offer to
purchase dated November 14, 2017 (the “Offer to Purchase”) and the
related letter of transmittal (the “Letter of Transmittal” and, together
with the Offer to Purchase, the “Offer Documents”). Copies of the Offer
Documents and the form of notice of guaranteed delivery are available at www.dfking.com/antm.

The Any and All Offer will expire at 5:00 p.m., New York City time, on
November 20, 2017, unless extended or earlier terminated by the Company
(such date and time, as the same may be extended or earlier terminated,
the “Any and All Expiration Time”). The offer for the Maximum Tender
Offer Notes will expire at 11:59 p.m., New York City time, on December
12, 2017, unless extended or earlier terminated by the Company (such
date and time, as the same may be extended or earlier terminated, the
“Expiration Time”). Registered holders of the Any and All Notes must
validly tender and not properly withdraw their Any and All Notes at or
prior to the Any and All Expiration Time to be eligible to receive the
applicable Total Consideration (as set forth in the table above), plus
accrued interest. Registered holders of Maximum Tender Offer Notes must
validly tender and not properly withdraw their Maximum Tender Offer
Notes at or prior to 5:00 p.m., New York City time, on November 28,
2017, unless extended by the Company (such date and time, as the same
may be extended, the “Early Tender Time”) in order to be eligible to
receive the applicable Total Consideration (as set forth in the table
above), which includes the applicable Early Tender Payment (as set forth
in the table above), plus accrued interest. Maximum Tender Offer Notes
validly tendered after the Early Tender Time but prior to or at the
applicable Expiration Time will only be eligible to receive the
applicable Late Tender Offer Consideration (as defined in the Offer to
Purchase), plus accrued interest. Any and All Notes validly tendered may
be withdrawn at any time (A) at or prior to the earlier of (i) the Any
and All Expiration Time and (ii) if the Any and All Expiration Time is
extended, the 10th business day after the date hereof and (B) after the
60th business day after the date hereof if the offer for the Any and All
Notes has not been consummated (such date and time, the “Any and All
Withdrawal Deadline”). Maximum Tender Offer Notes validly tendered may
be withdrawn at any time at or prior to 5:00 p.m., New York City time,
on November 28, 2017, unless extended by the Company (such date and
time, as the same may be extended, the “Withdrawal Deadline”), but not
thereafter.

Acceptance of Maximum Tender Offer Notes with respect to the Maximum
Tender Offer is subject to proration if the Maximum Tender Offer is
oversubscribed. If any Maximum Tender Offer Notes are purchased in the
Maximum Tender Offer, the Maximum Tender Offer Notes tendered at or
prior to the Early Tender Time will be accepted for purchase in priority
to other Maximum Tender Offer Notes tendered in the Maximum Tender Offer
after the Early Tender Time. Accordingly, if the Maximum Purchase Amount
is reached in respect of tenders made at or prior to the Early Tender
Time, no Maximum Tender Offer Notes that are tendered after the Early
Tender Time will be accepted for purchase. Series of Maximum Tender
Offer Notes of the same Acceptance Priority Level will be treated
equally (as though they are a single series) for purposes of acceptance
and proration.

The “Any and All Settlement Date” is the date that the Company accepts
the Any and All Notes validly tendered at or prior to the Any and All
Expiration Time, provided that all conditions to the Any and All Offer
have been satisfied or waived by the Company, and the Company expects
such date to be one business day following the Any and All Expiration
Time.

Provided that all conditions to the Maximum Tender Offer have been
satisfied or waived by Anthem, following the Early Tender Time and prior
to the Expiration Time, Anthem shall have the right, but not the
obligation, to accept the Maximum Tender Offer Notes validly tendered at
or prior to the Early Tender Time. Maximum Tender Offer Notes accepted
on an Early Acceptance Date (as defined in the Offer to Purchase) may be
settled on such date or promptly thereafter (the “Early Settlement
Date”). The “Final Settlement Date” is the date that the Company settles
all Maximum Tender Offer Notes not previously settled on the Early
Settlement Date, if any, and the Company expects such date to be one
business day following the Expiration Time. The Early Settlement Date is
expected to be November 30, 2017, and the Final Settlement Date is
expected to be December 13, 2017, in each case subject to change without
notice. Anthem refers to each of the Early Settlement Date and the Final
Settlement Date as a “Settlement Date.”

Capitalized terms used in this press release and not defined herein have
the meanings given to them in the Offer to Purchase.

BofA Merrill Lynch and Deutsche Bank Securities are acting as dealer
managers for the Offers. For additional information regarding the terms
of the Offers, please contact: BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 387-3907 (collect) or Deutsche Bank Securities at
(866) 627-0391 (toll-free) or (212) 250-2955 (collect). Requests for the
Offer Documents may be directed to D.F. King & Co., Inc., which is
acting as the Tender Agent and Information Agent for the Offers, at
(800) 884-4725 (toll-free) or (212) 269-5550 (collect) or email antm@dfking.com.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFERS TO PURCHASE ARE
BEING MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE
COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF THE NOTES SHOULD CAREFULLY
READ PRIOR TO MAKING ANY DECISION.

THE OFFER DOCUMENTS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO
PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO
OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER
APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFERS TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFERS WILL BE DEEMED TO BE MADE ON
BEHALF OF THE OFFEROR BY ANY OR ALL DEALER MANAGERS, IF ONE OR MORE OF
THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF
SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT
ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

NEITHER THIS PRESS RELEASE NOR THE OFFER DOCUMENTS CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE WITH RESPECT TO ANY DEBT
SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR PURCHASE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION. ANTHEM HAS FILED A SHELF REGISTRATION
STATEMENT (INCLUDING A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE “SEC”) PURSUANT TO WHICH ANY OFFERING OF DEBT SECURITIES
REFERRED TO ABOVE WOULD BE MADE. IN CONNECTION WITH THE COMMENCEMENT OF
ANY SUCH OFFERING, ANTHEM WILL FILE A PROSPECTUS SUPPLEMENT WITH THE SEC.

About Anthem

Anthem is working to transform health care with trusted and caring
solutions. Our health plan companies deliver quality products and
services that give their members access to the care they need. With over
73 million people served by its affiliated companies, including more
than 40 million within its family of health plans, Anthem is one of the
nation’s leading health benefits companies. For more information about
Anthem’s family of companies, please visit www.antheminc.com/companies.

Forward-Looking Statements

This document contains certain forward-looking information about us
that is intended to be covered by the safe harbor for “forward-looking
statements” provided by the Private Securities Litigation Reform Act of
1995. Forward-looking statements are generally not historical facts.
Words such as “expect,” “feel,” “believe,” “will,” “may,” “should,”
“anticipate,” “intend,” “estimate,” “project,” “forecast,” “plan” and
similar expressions are intended to identify forward-looking statements.
These statements include, but are not limited to: financial projections
and estimates and their underlying assumptions; statements regarding
plans, objectives and expectations with respect to future operations,
products and services; and statements regarding future performance. Such
statements are subject to certain risks and uncertainties, many of which
are difficult to predict and generally beyond our control, that could
cause actual results to differ materially from those expressed in, or
implied or projected by, the forward-looking statements. These risks and
uncertainties include: those discussed and identified in our public
filings with the U.S. Securities and Exchange Commission, or SEC;
increased government participation in, or regulation or taxation of
health benefits and managed care operations, including, but not limited
to, the impact of the Patient Protection and Affordable Care Act and the
Health Care and Education Reconciliation Act of 2010, or Health Care
Reform, and the impact of any future modification, repeal or replacement
of Health Care Reform; trends in health care costs and utilization
rates; our ability to secure sufficient premium rates including
regulatory approval for and implementation of such rates; our
participation in federal and state health insurance exchanges under
Health Care Reform, which have experienced and continue to experience
challenges due to implementation of Health Care Reform, and which entail
uncertainties associated with the mix and volume of business,
particularly in our Individual and Small Group markets, that could
negatively impact the adequacy of our premium rates and which may not be
sufficiently offset by the risk apportionment provisions of Health Care
Reform; the ultimate outcome of litigation between Cigna Corporation
(“Cigna”) and us related to the merger agreement between the parties,
including our claim for damages against Cigna, Cigna’s claim for payment
of a termination fee and other damages against us, and the potential for
such litigation to cause us to incur substantial costs, materially
distract management and negatively impact our reputation and financial
positions; our ability to contract with providers on cost-effective and
competitive terms; competitor pricing below market trends of increasing
costs; reduced enrollment, as well as a negative change in our health
care product mix; risks and uncertainties regarding Medicare and
Medicaid programs, including those related to non-compliance with the
complex regulations imposed thereon and funding risks with respect to
revenue received from participation therein; a downgrade in our
financial strength ratings; increases in costs and other liabilities
associated with increased litigation, government investigations, audits
or reviews; medical malpractice or professional liability claims or
other risks related to health care services provided by our
subsidiaries; our ability to repurchase shares of our common stock and
pay dividends on our common stock due to the adequacy of our cash flow
and earnings and other considerations; non-compliance by any party with
the Express Scripts, Inc. pharmacy benefit management services
agreement, which could result in financial penalties; our inability to
meet customer demands, and sanctions imposed by governmental entities,
including the Centers for Medicare and Medicaid Services; events that
result in negative publicity for us or the health benefits industry;
failure to effectively maintain and modernize our information systems;
events that may negatively affect our licenses with the Blue Cross and
Blue Shield Association; state guaranty fund assessments for insolvent
insurers; possible impairment of the value of our intangible assets if
future results do not adequately support goodwill and other intangible
assets; intense competition to attract and retain employees;
unauthorized disclosure of member or employee sensitive or confidential
information, including the impact and outcome of investigations,
inquiries, claims and litigation related to the cyber attack we reported
in February 2015; changes in economic and market conditions, as well as
regulations that may negatively affect our investment portfolios and
liquidity; possible restrictions in the payment of dividends by our
subsidiaries and increases in required minimum levels of capital and the
potential negative effect from our substantial amount of outstanding
indebtedness; general risks associated with mergers, acquisitions and
strategic alliances; various laws and provisions in our governing
documents that may prevent or discourage takeovers and business
combinations; future public health epidemics and catastrophes; and
general economic downturns. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the
date hereof. We do not undertake to update or revise any forward-looking
statements, except as required by applicable securities laws. Investors
are also advised to carefully review and consider the various risks and
other disclosures discussed in our SEC reports.